Delivery of and Payment for the Offered Securities. Delivery of and -------------------------------------------------- payment for the Offered Securities shall be made at the headquarters office of the managing Underwriter, or at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., Eastern time, on the third business day (or on the fourth business day, if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "Closing Date") in the manner set forth in the applicable Terms Agreement. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of any Terms Agreement relating to Option Securities, if applicable, the option granted in Section 2 may be exercised by written notice being given to the Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the third business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as the "Option ------ Closing Date". Delivery of and payment for the Option Securities shall be made ------------ at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Company at 10:00 a.m., Eastern time, on the Option Closing Date). On the Option Closing Date, the Company shall deliver or cause to be delivered the certificates representing the Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price in the manner set forth in the applicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Option Securities that are Common Stock, the Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Option Closing Date.
Appears in 2 contracts
Samples: Underwriting Agreement (Thermo Electron Corp), Underwriting Agreement (Thermo Electron Corp)
Delivery of and Payment for the Offered Securities. Delivery of -------------------------------------------------- and -------------------------------------------------- payment for the Offered Securities shall be made at the headquarters office of the managing Underwriter, or at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., Eastern time, on the third business day (or on the fourth business day, if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "Closing Date") in the manner set forth in the ------------ applicable Terms Agreement. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of any Terms Agreement relating to Option Securities, if applicable, the option granted in Section 2 may be exercised by written notice being given to the Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the third business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as the "Option ------ Closing Date". ------------------- Delivery of and payment for the Option Securities shall be made ------------ at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Company at 10:00 a.m., Eastern time, on the Option Closing Date). On the Option Closing Date, the Company shall deliver or cause to be delivered the certificates representing the Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price in the manner set forth in the applicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Option Securities that are Common Stock, the Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Option Closing Date.
Appears in 1 contract
Samples: Underwriting Agreement (Thermo Instrument Systems Inc)
Delivery of and Payment for the Offered Securities. Delivery of and -------------------------------------------------- payment for the Offered Securities shall be made at the headquarters office of the managing Underwriter, or at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., Eastern time, on the third business day (or on the fourth business day, if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "Closing Date") in the manner set forth in the applicable Terms Agreement. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of any Terms Agreement relating to Option Securities, if applicable, the option granted in Section 2 may be exercised by written notice being given to the Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the third business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as the "Option ------ Closing Date". Delivery of and payment for the Option Securities shall be made ------------ at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Company at 10:00 a.m., Eastern time, on the Option Closing Date). On the Option Closing Date, the Company shall deliver or cause to be delivered the certificates representing the Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price in the manner set forth in the applicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Option Securities that are Common Stock, the Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Option Closing Date.this
Appears in 1 contract
Delivery of and Payment for the Offered Securities. Delivery of and -------------------------------------------------- payment for the Offered Securities shall be made at the headquarters office of the managing Underwriter, or at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., Eastern time, on the third business day (or on the fourth business day, if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "Closing Date") in the manner set forth in the applicable Terms Agreement. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of any Terms Agreement relating to Option Securities, if applicable, the option granted in Section 2 may be exercised by written notice being given to the Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the third business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as the "Option ------ Closing Date". Delivery of and payment for the Option Securities Firm Stock shall be made ------------ at the place specified in offices of Xxxxx & Xxxxxxx L.L.P., Washington, D.C., at 10:00 A.M., New York City time, on the first sentence of fourth full business day following the first paragraph date of this Section 4 (Agreement or at such other date or place as shall be determined by agreement between the Underwriters Representatives and the Company at 10:00 a.m., Eastern time, on Company. This date and time are sometimes referred to as the Option Closing "First Delivery Date). ." On the Option Closing First Delivery Date, the Company and the Selling Stockholder shall deliver or cause to be delivered the certificates representing the Option Securities Firm Stock to the Underwriters Representatives for the account of each Underwriter against payment to or upon the order of the Company and the Selling Stockholder of the purchase price by wire transfer of federal (same-day) funds to an account or accounts previously designated in writing to Xxxxxx Brothers Inc. by the manner set forth in Company and the applicable Terms AgreementSelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Securities Firm Stock shall be registered in such names (if other than in global form) and in such denominations as the Underwriters Representatives shall request in writing not less than two full business days prior to the aforesaid noticeFirst Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Option Securities that are Common Firm Stock, the Company and the Selling Stockholders shall make the certificates representing such Common the Firm Stock available for inspection by the Underwriters Representatives in New York, New York, not later than 2:00 p.m.P.M., Eastern New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement the option granted in Section 3 may be exercised by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate number of shares of Option Closing Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as the "Second Delivery Date" and the First Delivery Date and the Second Delivery Date are sometimes each referred to as a "Delivery Date".
Appears in 1 contract
Samples: Capstar Hotel Co
Delivery of and Payment for the Offered Securities. Delivery of and -------------------------------------------------- payment for the Offered Securities shall be made at the headquarters office of the managing Underwriter, or at such other location as may be agreed upon by the Underwriters and the Company, Company at 10:00 a.m., Eastern a.m. New York City time, on the third business day (or on the fourth business day, if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "Closing Date") in the manner set forth in the applicable Terms Agreement. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositoriesa Depositary, or a nominee thereofits nominee, identified in the Prospectus Supplement relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of any Terms Agreement relating to designated Stock and Option Securities, if applicableStock, the option granted in Section 2 may be exercised by written notice being given to the Company by or Lehmxx Xxxthers Inc., on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of shares of Option Securities Stock as to which the option is being exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the third business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as the "Option ------ Closing Date". Delivery of and payment for the Option Securities shall be made ------------ at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Company at 10:00 a.m., Eastern time, on the Option Closing Date). On the Option Closing Date, the Company shall deliver or cause to be delivered the certificates representing the Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price in the manner set forth in the applicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Option Securities that are Common Stock, the Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Option Closing Date.,
Appears in 1 contract
Samples: Foster Wheeler Corp
Delivery of and Payment for the Offered Securities. Delivery of and -------------------------------------------------- payment for the Offered Firm Securities shall be made at the headquarters office of the managing UnderwriterSkadden, or at such other location as may be agreed upon by the Underwriters and the CompanyArps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX, at 10:00 a.m., Eastern New York City time, on [ ], ______ or at such other date (not later than seven full business days thereafter), time or place as shall be determined by agreement between the Underwriters and the Trust. This date and time are hereinafter referred to as the "First Closing Date." On the First Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Firm Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Firm Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Firm Global Securities"), (ii) registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Trust shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the third business day (or on prior to the fourth business day, if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "First Closing Date") in the manner set forth in the applicable Terms Agreement. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of any Terms Agreement relating to Option Securities, if applicablethis Agreement, the option granted in Section 2 3 may be exercised by written notice being given to the Company Trust by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Option Optional Securities as to which the option is being exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued exercised and the date and time, as determined by the Underwriters, when the Option Optional Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second third business day after the date on which the option shall have been exercised nor later than the third seventh business day after the date on which the option shall have been exercised. The date and time the Option Optional Securities are delivered are sometimes hereinafter referred to as the "Option ------ Optional Closing Date" and the First Closing Date and the Optional Closing Date are each hereinafter referred to as a "Closing Date". Delivery of and payment for the Option Optional Securities shall be made ------------ at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Company Trust) at 10:00 a.m., Eastern New York City time, on the Option Optional Closing Date). On the Option Optional Closing Date, the Company Trust shall deliver or cause to be delivered the certificates representing the Option Optional Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Optional Securities to be offered and sold by the Underwriters shall be (i) in the manner set forth form of one or more permanent global securities in definitive form (the "Optional Global Securities"), (ii) registered in the applicable Terms Agreementname of Cede & Co., as nominee for DTC and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Optional Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Optional Securities, the Trust shall make the certificates representing the Optional Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Optional Closing Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon deliveryAs compensation for the Underwriters' commitments, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as Guarantor will pay to the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Option Securities that are Common Stock, the Company shall make the certificates representing their proportionate accounts on each Closing Date $[ ] per each Preferred Security purchased by such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, Underwriter on the business day prior to the Option respective Closing Date.
Appears in 1 contract
Samples: Calenergy Capital Trust Vi
Delivery of and Payment for the Offered Securities. Delivery of -------------------------------------------------- and -------------------------------------------------- payment for the Offered Securities shall be made at the headquarters office of the managing Underwriter, or at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., Eastern time, on the third business day (or on specified in the fourth business day, if permitted by the Rules and Regulations) following the date of this applicable Terms Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "Closing Date") in the manner set forth in the applicable ------------ Terms Agreement. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of any Terms Agreement relating to Option Securities, if applicable, the option granted in Section 2 may be exercised by written notice being given to the Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the third business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as the "Option ------ Closing Date". ------------------- Delivery of and payment for the Option Securities shall be made ------------ at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Company at 10:00 a.m., Eastern time, on the Option Closing Date). On the Option Closing Date, the Company shall deliver or cause to be delivered the certificates representing the Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price in the manner set forth in the applicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Option Securities that are Common Stock, the Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Option Closing Date.
Appears in 1 contract
Delivery of and Payment for the Offered Securities. Delivery of -------------------------------------------------- and -------------------------------------------------- payment for the Offered Securities shall be made at the headquarters office of the managing Underwriter, or at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., Eastern time, on the third business day (or on the fourth business day, if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "Closing Date") in the manner set forth in the ------------ applicable Terms Agreement. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of any Terms Agreement relating to Option Securities, if applicable, the option granted in Section 2 may be exercised by written notice being given to the Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Option Securities as to which the option is being exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the third business day after the date on which the option shall have been exercised. The date and time the Option Securities are delivered are sometimes referred to as the "Option ------ Closing Date". Delivery of and payment ------------------- for the Option Securities shall be made ------------ at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Company at 10:00 a.m., Eastern time, on the Option Closing Date). On the Option Closing Date, the Company shall deliver or cause to be delivered the certificates representing the Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price in the manner set forth in the applicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Option Securities that are Common Stock, the Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Option Closing Date.
Appears in 1 contract
